The Greeks now formed the new upper classes in Egypt

The Greeks now formed the new upper classes in Egypt, replacing the old native aristocracy. In general, the Ptolemies undertook changes that went far beyond any other measures that earlier foreign rulers had imposed. They used the religion and traditions to increase their own power and wealth. Although they established a prosperous kingdom, enhanced with fine buildings, the native population enjoyed few benefits, and there were frequent uprisings. These expressions of nationalism reached a peak in the reign of Ptolemy IV Philopator (221–205 BC) when others gained control over one district and ruled as a line of native "pharaohs." This was only curtailed nineteen years later when Ptolemy V Epiphanes (205-181 BC) succeeded in subduing them, but the underlying grievances continued and there were riots again later in the dynasty.

Family conflicts affected the later years of the dynasty when Ptolemy VIII Euergetes II fought his brother Ptolemy VI Philometor and briefly seized the throne. The struggle was continued by his sister and niece (who both became his wives) until they finally issued an Amnesty Decree in 118 BC.

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